Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of 2020 Employee Stock Purchase Plan





At the 2020 annual meeting of the stockholders of Axcelis Technologies, Inc.
(the "Company") held on May 19, 2020 (the "Annual Meeting"), the Company's
stockholders approved a proposed 2020 Employee Stock Purchase Plan (the "2020
ESPP") to replace an Employee Stock Purchase Plan expiring in June 2020.
1,000,000 shares of common stock are reserved for future issuance under the 2020
ESPP. The Company's Board of Directors and the Compensation Committee of the
Board of Directors previously approved the 2020 ESPP, subject to such
stockholder approval. The Company's executive officers are eligible to
participate in the 2020 ESPP. A summary of the material terms of the 2020 ESPP
is set forth in the Company's definitive proxy statement for the Annual Meeting
filed with the Securities and Exchange Commission on March 30, 2020 (the "Proxy
Statement"). A copy of the 2020 ESPP is filed with the Proxy Statement.

Item 5.07. Submission of Matters to a Vote of Security Holders.





The Annual Meeting was held at the offices of the Company at 108 Cherry Hill
Drive, Beverly, Massachusetts on May 19, 2020. Out of 32,831,750 shares of
Common Stock (as of the record date of March 25, 2020) entitled to vote at the
meeting, 29,951,943 shares, or 91.2%, were present in person or by proxy.

1. At the Annual Meeting, each of the nine nominees for election as directors

received the number of votes set opposite the nominee's name, constituting a

plurality of the votes cast, and therefore such nominee has been duly elected


    as a director of the Company:




Proposal 1                                 Number of Votes
Proposal to elect the
following                                                                           Percentage of
nominees as a                                                   Broker Non-          Total Voted
director                     For              Withheld             Votes                 For

1. Tzu-Yin Chiu             26,194,648            590,008           3,167,155                  97.80 %

2. Richard J. Faubert       26,448,127            336,529           3,167,155                  98.74 %

3.  R. John Fletcher        25,792,792            991,864           3,167,155                  96.30 %

4. Arthur L. George,
Jr.                         26,442,367            342,289           3,167,155                  98.72 %

5.  Joseph P.
Keithley                    26,136,649            648,007           3,167,155                  97.58 %

6. John T. Kurtzweil        26,452,293            332,363           3,167,155                  98.76 %

7.  Mary G. Puma            26,747,658             36,998           3,167,155                  99.86 %

8. Thomas St. Dennis        26,193,675            590,981           3,167,155                  97.79 %

9. Jorge Titinger           26,366,734            417,922           3,167,155                  98.44 %

2. The following sets forth the tally of the votes cast on the proposal to

approve the 2020 Employee Stock Purchase Plan, as adopted by the Board of

Directors. A majority of the votes cast were voted in favor of the approval of

the 2020 Employee Stock Purchase Plan, as adopted by the Board of Directors,


    and therefore the 2020 Employee Stock Purchase Plan has been approved by the
    stockholders:




Proposal 2                                          Number of Votes
                                                                                 Broker         Percentage of
                                                                                  Non-           Total Voted
                                  For           Against        Abstaining         Votes              For

Proposal to approve the
2020 Employee Stock
Purchase Plan                   26,721,401         50,300           13,087       3,167,155                99.8 %

3. The following sets forth the tally of the votes cast on the proposal to ratify

the appointment by the Board of Directors of Ernst & Young LLP as independent

auditors of the Company's financial statements for the year ending December

31, 2020. A majority of the votes cast were voted in favor of the proposal,


    and therefore the appointment of auditors has been ratified by the
    stockholders:




Proposal 3                                           Number of Votes
                                                                                  Broker         Percentage of
                                                                                   Non-           Total Voted
                                  For           Against        Abstaining         Votes               For

Proposal to ratify the
appointment of Ernst &
Young LLP as independent
auditors for the Company's
financial statements for
the year ending
December 31, 2020.              29,094,724        837,406           19,813                0                97.2 %

4. The following sets forth the tally of the votes cast on the proposal that the

stockholders of the Company advise the Board of Directors that they approve

the compensation paid to the Company's executive officers for fiscal 2019, as

described under "Executive Compensation" in the Proxy Statement. A majority of


    the votes cast were voted in favor of the proposal, and therefore such
    advisory vote has passed.










Proposal 4                                          Number of Votes
                                                                                 Broker        Percentage
                                                                                  Non-          of Total
                                  For           Against        Abstaining         Votes         Voted For

Proposal that the
stockholders of the Company
advise the Board of
Directors that they approve
the compensation paid to
the Company's executive
officers for fiscal 2019,
as described under
"Executive Compensation" in
the Proxy Statement.            25,955,003        800,162           29,623       3,167,155            97.0 %


Item 8.01 Other Events.

On May 20, 2020, the Board of Directors of the Company:

· elected Richard J. Faubert as the Chairman of the Board of Directors;

· appointed R. John Fletcher, Arthur L. George, Jr., John T. Kurtzweil, Richard

J. Faubert and Jorge Titinger to serve as the Compensation Committee of the


   Board of Directors, with Mr. George designated as Chairman thereof;

· appointed Joseph P. Keithley, John T. Kurtzweil, R. John Fletcher and Jorge

Titinger to serve as the Audit Committee of the Board of Directors, with Mr.


   Kurtzweil designated as Chairman thereof;

· appointed Tzu-Yin Chiu, Joseph P. Keithley, and Thomas St. Dennis to serve as

the Nominating and Governance Committee of the Board of Directors, with Mr.


   Keithley designated as Chairman thereof; and

· appointed Tzu- Yin Chiu, Richard J. Faubert, Arthur L. George, Jr., and Thomas

St. Dennis to serve as the Technology and New Product Development Committee of

the Board of Directors with Mr. St. Dennis designated as Chairman thereof.

Such election and appointments are to serve until the next annual meeting of the Board of Directors and until such director's successor has been elected and qualified, or until such director's earlier death, resignation or removal.

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